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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO _____________
COMMISSION FILE NUMBER 33-63078
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
EZCORP, INC. 401(k) PLAN AND TRUST
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
EZCORP, INC.
1901 CAPITAL PARKWAY
AUSTIN, TEXAS 78746
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INFORMATION FURNISHED
1. Audited financial statements and supplemental schedules of the
EZCORP, Inc. 401(k) Plan and Trust (the "Plan").
2. The written consent of the independent registered public accounting
firm for the Plan, filed as an exhibit to this annual report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the 401(k)
Administrative Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
EZCORP, INC. 401(k) PLAN AND TRUST
Signature Date
By: /s/ Dan N. Tonissen
---------------------------------- July 29, 2005
Dan N. Tonissen
EZCORP, Inc. 401(k) Plan and Trust
Administrative Committee
EZCORP, INC. 401(k) PLAN AND TRUST
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
December 31, 2004 and 2003 and year ended December 31, 2004
CONTENTS
Page
Reports of Independent Registered Public Accounting Firms..................................... 1
Audited Financial Statements:
Statements of Net Assets Available for Benefits....................................... 3
Statement of Changes in Net Assets Available for Benefits............................. 4
Notes to Financial Statements......................................................... 5
Supplemental Schedules:
Schedule H, Line 4a - Schedule of Delinquent Participant Contributions................ 9
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)........................ 10
Exhibit Index................................................................................. 11
Consents of Independent Registered Public Accounting Firms.................................... 12
Note: Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act ("ERISA") of 1974 have been omitted because they are not
applicable.
Report of Independent Registered Public Accounting Firm
Administrative Committee
EZCORP, Inc. 401(k) Plan and Trust
We have audited the accompanying statement of net assets available for benefits
of the EZCORP, Inc. 401(k) Plan and Trust as of December 31, 2004 and the
related statement of changes in net assets available for benefits for the year
ended December 31, 2004. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2004 and the changes in its net assets available for benefits for
the year ended December 31, 2004, in conformity with U.S. generally accepted
accounting principles.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets as
of December 31, 2004, and schedule of delinquent participant contributions for
the year, are presented for purposes of additional analysis and are not a
required part of the financial statements, but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's management. The
supplemental schedules have been subjected to the auditing procedures applied in
our audit of the 2004 financial statements and, in our opinion, are fairly
stated in all material respects in relation to the financial statements taken as
a whole.
/s/ BDO SEIDMAN, LLP
Dallas, Texas
July 14, 2005
1
Report of Independent Registered Public Accounting Firm
Administrative Committee
EZCORP, Inc. 401(k) Plan and Trust
We have audited the accompanying statement of net assets available for benefits
of the EZCORP, Inc. 401(k) Plan and Trust as of December 31, 2003. This
financial statement is the responsibility of the Plan's management. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2003, in conformity with U.S. generally accepted accounting
principles.
Our audit was performed for the purpose of forming an opinion on the financial
statement taken as a whole. The accompanying supplemental schedule of delinquent
participant contributions is presented for purposes of additional analysis and
is not a required part of the financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in our audit of the financial statement and, in our opinion, is fairly stated in
all material respects in relation to the financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
Austin, Texas
November 15, 2004
2
EZCORP, INC. 401(k) PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
2004 2003
---------------- ---------------
ASSETS:
Cash $ 34,259 $ 16,461
Investments, at fair value 4,569,685 3,299,286
Participant loans, at cost 131,247 159,521
Receivables:
Employer contributions 72,357 9,189
Employee contribution 26,708 21,109
---------------- ---------------
Total receivables 99,065 30,298
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Total assets 4,834,256 3,505,566
LIABILITIES:
Fees payable 3,208 1,550
Excess contribution refunds and other payables 16,903 18,800
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Total liabilities 20,111 20,350
---------------- ---------------
Net assets available for benefits $ 4,814,145 $ 3,485,216
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See accompanying notes to financial statements.
3
EZCORP, INC. 401(k) PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2004
ADDITIONS:
Employee contributions $ 413,362
Employer matching contributions 133,047
Net appreciation in fair value of investments and investment income 1,194,192
------------
Total additions 1,740,601
DEDUCTIONS:
Distributions to participants 394,234
Administrative expenses 12,912
Excess contribution refunds 4,526
------------
Total deductions 411,672
------------
Net increase in net assets available for benefits 1,328,929
Net assets available for benefits at beginning of year 3,485,216
------------
Net assets available for benefits at end of year $ 4,814,145
============
See accompanying notes to financial statements.
4
EZCORP, INC. 401(k) PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
1. DESCRIPTION OF THE PLAN
The EZCORP, Inc. 401(k) Plan and Trust (the "Plan") is a defined contribution
plan covering substantially all eligible employees of EZCORP, Inc. and its
subsidiaries (the "Company"). The Plan became effective October 1, 1991 and is
subject to the provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). Effective January 1, 2004, the trustee changed from Security Trust
Company to Reliance Trust Company, who holds all Plan assets. Complete
information regarding the Plan is included in the plan agreement. Significant
Plan provisions are summarized below.
ELIGIBILITY
Employees are eligible to participate in the Plan upon the attainment of 21
years of age and completion of six months of service. Under the enrollment
provisions of the Plan, eligible employees are allowed to enter the Plan on the
first day of each quarter of any fiscal year following the completion of six
months of service.
CONTRIBUTIONS
Participants are allowed to make voluntary contributions to the Plan up to the
maximum allowed under the Internal Revenue Code (the "Code"). The Company makes
contributions to the Plan of amounts determined and authorized by the Company's
Board of Directors up to the maximum amounts permitted by the Internal Revenue
Service ("IRS"). The Company's matching contributions are based on each
participant's contribution, up to 6% of the participant's compensation and made
in the form of EZCORP Class A Non-voting Common Stock. The participants can
transfer the vested matching contribution to other investment funds at their
discretion.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution, the
Company's contribution, and Plan earnings. Participants are given a choice of
fourteen investment options in which to invest their contributions. Plan
earnings in each of these funds are allocated based on each participant's fund
account balance relative to the aggregate of all participants' fund account
balances. Effective May 25, 2004, participants were no longer provided the
option to invest in the Company stock fund.
VESTING PROVISIONS
Participants are immediately vested in their contributions and earnings thereon.
The Company's contributions vest according to the following schedule:
YEARS OF SERVICE VESTING PERCENTAGE
---------------- ------------------
1 0%
2 25%
3 50%
4 75%
5 100%
PARTICIPANT LOANS
Participants are allowed to borrow a maximum amount of the lesser of 50% of the
participant's vested amount or $50,000. Loans are amortized over a maximum of 60
months, unless the purpose of the loan is for the purchase of the principal
residence of the participant in which case the maximum period may be 20 years.
Repayment is made through equal installment payroll deductions each pay period.
The loans are collateralized by the vested balance in the participant's account,
and bear interest at a rate commensurate with local prevailing rates as
determined by the Plan administrator.
5
PAYMENT OF BENEFITS
Upon termination of service, death, disability, or retirement, a participant is
entitled to receive an amount equal to the value of his or her account, payable
in lump-sum form or in periodic installments.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA.
In the event of the termination of the Plan, the individual accounts of all
participants shall become fully vested. After deducting all charges and
expenses, the balances of all individual accounts will be adjusted and the
remaining assets distributed to participants.
2. SIGNIFICANT ACCOUNTING POLICIES
METHOD OF ACCOUNTING
The financial statements of the Plan are prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States.
VALUATION OF INVESTMENTS
The Plan's investments in mutual funds and common stock are stated at fair value
based primarily on quoted prices in active markets. Participant loans are stated
at amortized cost, which approximates fair value. Purchases and sales of
securities are recorded on a trade-date basis. Interest income is recorded on
the accrual basis. Dividends are recorded on the ex-dividend date.
DISTRIBUTIONS
Distributions to participants are recorded by the Plan when actual payment is
made. Distributions not paid, as of the end of the plan year, are included in
investments in the statement of net assets available for benefits.
EXPENSES
Substantially all expenses incident to the administration of the Plan are paid
by the Company.
FORFEITED NON-VESTED ACCOUNTS
At December 31, 2004 and 2003, forfeited non-vested accounts totaled $12,021 and
$9,905, respectively. These accounts will be used to reduce future employer
contributions.
EXCESS CONTRIBUTIONS
Contributions in excess of maximum limits allowed by the IRS are accrued as
liabilities to be refunded to participants. At December 31, 2004 and 2003,
excess contributions were $4,526 and $18,800, respectively.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes and schedules. Actual results could differ from those estimates.
RISKS AND UNCERTAINTIES
The Plan provides for investments in various investment securities that, in
general, are exposed to various risks, such as interest rate, credit, and
overall market volatility risks. Due to the level of risk associated with
certain investment securities, it is reasonably possible that changes in the
values of investment securities will occur in the near term and that such
changes could materially affect the amounts reported in the statements of net
assets available for benefits and participant account balances.
RECLASSIFICATIONS
Certain prior year financial statement balances have been reclassified to
conform to the current year presentation.
6
3. INVESTMENTS
The following presents individual investments that represent 5% or more of the
Plan's net assets at December 31, 2004 or 2003.
DECEMBER 31,
2004 2003
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Goldman Sachs Prime Obligations Fund $ 220,485 $ 178,600
Pimco Total Return Admin Fund 236,270 195,104
Davis New York Venture A Fund 577,663 536,860
T. Rowe Price Mid-Cap Growth Fund 482,619 408,146
American Funds Europacific A Fund 486,288 394,750
EZCORP Class A Non-voting Common Stock 1,976,564 1,176,512
During 2004, the Plan's investments (includes investments purchased, sold, as
well as held during the year) appreciated in fair value as follows:
Mutual funds $ 276,913
Common stock (all EZCORP Class A Non-voting Common Stock) 917,279
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$ 1,194,192
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4. INCOME TAX STATUS
The underlying non-standardization prototype plan has received an opinion letter
from the Internal Revenue Service ("IRS") dated November 19, 2001 stating that
the form of the plan is qualified under Section 401(a) of the Internal Revenue
Code (the "Code"), and therefore, the related trust is tax-exempt. In accordance
with Revenue Procedure 2002-6 and Announcement 2001-77, the Plan Sponsor has
determined that it is eligible to and has chosen to rely on the current IRS
prototype plan opinion letter. Once qualified, the Plan is required to operate
in conformity with the Code to maintain its qualification. The plan
administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan is
qualified and the related trust is tax exempt.
7
EZCORP, INC. 401(k) PLAN AND TRUST
YEAR ENDED DECEMBER 31, 2004
SUPPLEMENTAL SCHEDULES
8
EZCORP, INC. 401(k) PLAN AND TRUST
SCHEDULE H, LINE 4a - SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS
EIN: 74-2540145 PN: 001
YEAR ENDED DECEMBER 31, 2004
PARTICIPANT CONTRIBUTIONS TOTAL THAT CONSTITUTE NONEXEMPT
YEAR ENDED TRANSFERRED LATE TO PLAN PROHIBITED TRANSACTIONS
---------- ------------------------- -------------------------------
1999 $ 115,994 $ 115,994
2002 $ 5,014 $ 5,014
2003 $ 123,893 $ 123,893
Delinquent participant contributions in 1999, 2002 and 2003 were corrected
outside of the Voluntary Fiduciary Compliance Program in 2004. The total amount
of accrued interest on late remittances for contributions made in 1999, 2002 and
2003 was determined to be $1,798 and this amount was paid to the Plan on
November 12, 2004.
9
EZCORP, INC. 401(k) PLAN AND TRUST
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN: 74-2540145 PN: 001
DECEMBER 31, 2004
CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE
-------------------------------------- ----------------------------------- ----------
Goldman Sachs Prime Obligations Fund Money Market $ 220,485
Vanguard Short Term Federal Fund Mutual fund 20,534
Pimco Total Return Admin Fund Mutual fund 236,270
Columbia High Yield Fund Mutual fund 165,254
Dodge & Cox Stock Fund Mutual fund 79,379
Davis New York Venture A Fund Mutual fund 577,663
Vanguard Index 500 Fund Mutual fund 33,264
Growth Fund of America A Fund Mutual fund 62,050
Pimco Renaissance Admin Fund Mutual fund 40,773
T. Rowe Price Mid Cap Growth Fund Mutual fund 482,619
Constellation Clover Small Cap Fund Mutual fund 33,632
Columbia Acorn Z Fund Mutual fund 56,374
American Funds Europacific A Fund Mutual fund 486,288
American Funds Am Balanced A Fund Mutual fund 98,536
*EZCORP Class A Non-Voting Common Stock Common stock 1,976,564
*Participant loans With varying maturity dates and
interest rates ranging from 5%
to 10.5% 131,247
----------
$4,700,932
==========
* Indicates a party-in-interest to the Plan.
10
EXHIBIT INDEX
EXHIBIT 23.1 CONSENT OF BDO SEIDMAN, LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EXHIBIT 23.2 CONSENT OF ERNST & YOUNG, LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
11